Agreement between the Pennsylvania Company, Chicago and Alton Railroad Company, Chicago, Burlington and Quincy Railroad Company, Pennsylvania Railroad Company, Joliet & Chicago Railroad Co. and Pittsburgh, Fort Wayne & Chicago Ry. Co. : use of tracks in Chicago

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BETWEEN THE

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Bated September 7th, 1880.

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Entered into this seventh clay of September, in the year 1880, between
the Pennsylvania Company as first party, the Chicago and Alton Rail-
road Company as second party, the Chicago, Bnrlington and Qnincy
Railroad Company as third pai-ty, the Pennsylvania Railroad Com-
pany as fourth party, the Joliet and Chicago Railroad Company as
fifth party, and the Pittsburgh, Ft. Wayne and Chicago Railway Com-
pany as sixth party, bears witness :

Whereas, The fifth and sixth parties are the owners, as tenants in
common, of certain real estate in Chicago, Illinois, Avith two main
tracks thereon, situated between Sixteenth street and the north side of
Van Buren street, the same being now and for a long time a part of the
main line of railway of said respective parties ; and,

Whereas, The first party is in possession of and is operating the en-
tire railway of the sixth party under a lease ot the same to the fourth
party, dated June 7, 18B9, and extending for a term of nine hundred
and ninety-nine years, from July 1, 1869; and the second party is in
possession of and is operating the entire raihvay of the fifth party,
under a j^erpetual lease.

Whereas, The third party wishes to connect the tracks of its rail-
way north of and near Sixteenth street with the tAvo main tracks now
constructed as aforesaid, and with such other tracks as may be here-
after constructed at that point, by the first and second parties, for the
purpose of using jointly with the first and second parties, said tracks
between said point of connection near Sixteenth street and the north
line of Van Buren street, for the passage of its passenger trains, and
said tracks between said point of connection near Sixteenth street and
a point near the north line of Twelfth street for the passage of its
freight trains ; and the first and second parties are willing to grant a
right to such joint use on the terms and conditions following:

Now, Therefore, It is covenanted and agreed between the jiarties
as follows:

I. The first and second [)arti('S hereby grant and convey to the
third party, its successors and assigns, a right to use jointly with the
first and second parties, but for the passage of its engines and cars in
passenger, mail and exitress service only, >aid two main tracks be-
tween said connection near Sixteenth street and the north line of Van
Buren street ; also, any other tr;ifk or tracks parallel with and con-
tiguous to said two main track> which may lie hereafter constructed
between said points, fir i\\v arconnnodation of the iiassenger, mail and
express business of the parties luTi'to ; the object of this grant being
to enable the third party to reach and enjoy the facilities of the new

General Passenger Depot now being constructed on lands of the sixth
party between Madison and Van Buren streets in said city.

The first and second parties also further grant and convey to the
third party, its successors and assigns, a right to use jointly with the
first and second parties, for the passage of its engines and cars in freight
service, so much of the tracks hereinbefore described as are or may be
situated between Sixteenth street and Twelfth street.

II. The grant herein made, includes the right of the third party to
make, at its own expense, necessary connections with the tracks de-
scribed and the tracks of its own railway ; and the third party agrees
to furnish, at its OAvn expense, frogs, switches, switch posts, and such
other material as may be necessary to effect such connection of tracks,
in a manner that shall be satisfactory to the first and second parties.

III. The third party hereby accepts the grant of right of joint use
as herein set forth, and agrees to pay annually to each of the first
and second parties respectively, as fixed rental or compensation for use
of said two main tracks as now constructed, one-sixth of the interest,
at seven per centum per annum, on the sum of two hundred and fifty
thousand dollars, which sum, amounting to twenty-nine hundred and
sixteen dollars and sixty-six cents, due and payable to each of the first
and second pai-ties annually, the third party agrees to pay to the treas-
urer of each of said parties, in lawful money of the United States of
America, in four equal quarterly payments on the first Monday of each
of the following months : January, April, July and October. It being
the intention of the first and second parties to purchase additional
land and construct additional tracks, immediately adjacent to the two
main tracks already constructed, for the accommodation of joint busi-
ness between Sixteenth street and Van Buren street, the third party
covenants and agrees that in addition to the fixed rental hereinbefore
stipulated to be by it paid, in respect to said two main tracks, it will
pay to said first and second parties, respectively, one-sixth the interest
at seven per centum per annum on the cost of real estate and of mate-
rials and construction required in providing said additional tracks,
which additional payment of fixed rental shall be made at the time and
in the manner hereinbefore set forth in respect to the rental of said ex-
isting two main tracks.

IV. The first party shall be charged with the duty of maintenance
of the tracks herein described, and of payment of all taxes and assess-
ments which may be lawfully levied or assessed upon the same, and
every part thereof ; and the third party agrees that, in addition to the
fixed rental above mentioned, it will pay to the first party its just and
proper proportion of such expense of maintenance ; also, of taxes and
assessments, and the wages of joint employes, including its proportion

of any moneys the fir.-t and second parties may contribute towards the
erection of viaducts over or tunnels under said tracks so to be jointly-
used ; such payments to be made monthly, upon bills to be presented
by the first party, and within ten days of the time when such bills may
be presented. That just and proper proportion of current expenses to
be paid by the third party, as recited in this paragraph, shall be de-
termined by the ratio which the car and engine mileage of the third
party bears to the total car and engine mileage of all parties using said
tracks. The total and individual car and engine mileage on the tracks
in question, shall be determined by actual count, at such times and for
such periods as the parties may agree upon. But a new count and
computation of mileage shall be made at any time, on request of either
party. And until such request for new count and computation shall
be made, the ratio previously determined and agreed upon shall con-
tinue in force.

V. The general managers of the parties using shall tracks shall
arrange the time of the movement of their respective trains over the
same. They shall also provide rules for the management of joint em-
ployes. The first party shall appoint the same, subject to removal on
the joint request of the second and third parties, or for good cause, on
request of either the second or third party.

YI. Each party shall be responsible for loss or damage caused by
conduct or neglect of its own employes, to persons or property. Loss
or damage caused by conduct or neglect of joint employes shall be ad-
justed by the first party, and all moneys so paid by it shall be charged
to the joint current account of expenses of maintaining said tracks and
operating trains thereon.

VII. If the third party shall, at any time, make default in the
payment of any or either of the amounts herein provided by it to be
paid, and such default shall continue for the space of ninety days after
written notice of said default shall have been served, then, at the elec-
tion of either the first or second pai'ty, to whom such payment shall be
due and unpaid, and on written notice thereof, but not otherwise, the
rights of the third party, under this agreement, shall wholly cease and
determine ; and, upon service of said last mentioned notice, the third
party shall surrender peaceable possession of the tracks, herein de-
scribed, to the first and second parties.

VIII. Should the first and second parties, at any futuri' time, grant
to any other company or com})anies the right to use, in cunnium with
the parties hereto, their tracks between Sixteenth street and the north
line of Van Buren street, then the division of rental and operating ex-
penses shall be readjusted on the basis of the number of roads using
said tracks, and the car and cnuine mileage of each thereon.

IX. The grant herein made to the third i:>arty shall continue dur-
ing the unexpired term of the lease of the Pittsburgh, Ft. AVayne and
Chicago Railway to the Pennsylvania Railroad Company, namely,
nine hundred and eighty-eight years from July 1, 1880, subject always,
however, to the faithful performance by the third party of each and all
the obligations herein stipulated to be by it performed, and provided
that no assignment of the rights and privileges conferred upon the
third party in this agreement to any other company shall be of any
effect without the assent thereto, in writing, of the first and second
parties.

X. The fourth party, as lessee of the Pittsburgh, Ft. Wayne and
Chicago Railway, under the lease mentioned in this agreement, hereby
assents to and affirms the execution of this agreement, on the part of
the first party. It further agrees that if, for any cause, the first party
shall cease to operate and control the Pittsburgh, Ft. Wayne and Chi-
cago Railway, under said lease, and the fourth party shall, in conse-
quence thereof, resume the operation of said Pittsburgh, Ft. AVayne
and Chicago Railway, under said lease, said fourth party Avill assume
the obligations herein stipulated to be performed by the first party, and
will protect the third party in the enjoyment of the rights and privile-
ges hereby conferred upon it, so long as said fourth party shall continue
in possession of said Pittsburgh, Ft. AVayne and Chicago Raihvay.
But nothing herein contained shall require either the first party or the
fourth party to insure the third party in the use of the tracks herein
described, any longer than said lease of the Pittsburgh, Ft. AA^ayne and
Chicago Railway shall continue in force and effect.

XI. The fifth party, as lessor of the Joliet and Chicago Railroad,
hereby assents to and confirms this agreement. It further agrees that
if, for any cause, the second party shall cease to operate and control
the Joliet and Chicago Railroad, under the lease of the same herein
mentioned, and the fifth party shall in consequence thereof resume
the operation and control of the same, the fifth party will assume the
obligations herein stipulated to be performed by the second party, and
will protect the third party in the enjoyment of the rights and privile-
ges herein conferred upon it, during the period of the grant herein
made to the third party.

XII. The sixth party, as lessor of the Pittsburgh, Ft. AVayne and
Chicago Railway, hereby assents to and confirms this agreement. It
further covenants that, in case the lease of the Pittsburgh, Ft. AVayne
and Chicago Railway to the Pennsylvania Railroad Company shall for
any reason be forfeited, or otherwise cease before the termination of the
period herein named, to-wit : nine hundred and eighty-eight years,
from July 1, 1880, the sixth party will continue to the third party the

right.s and privileges conferred upon said third party in tliis agree-
ment, upon condition that said third ]:)arty will strictly and faithfully
perform all the conditions and covenants herein stipulated to be l)v it
performed. Provided, hotvever, that nothing herein contained shall, in
any manner, be construed to be a release of the Pennsylvania Railroad
Company from its full responsibility as lessee, or from the payment
of either or any of the sums of money required in said lease by it to
be paid, or from the full and comi)lete performance by it of either or
any of the obligations devolved upon said Pennsylvania Eailroad
Company in said lease, or be construed to recognize or consent to the
possession or operation of the demised property by the first party, ex-
cept as agent of the fourth i^arty herein mentioned.

XIII. If, at any time, a difference of ojnnion shall exist in respect
to the rights or duties of either party under this agreement, or under
the rules which may be adopted l)y the General Managers of the par-
ties hereto, for the government of joint employes, the question in dis-
pute shall be referred t(j a Board of Arbitrators, consisting of three
competent disinterested persons, one of whom shall be chosen by each
j^arty to the dispute, and the two so chosen shall select a third. The
party desiring such arbitration shall give written notice of the same to
each of the parties to this agreement, setting forth therein, definitely,
the point or points in dispute, and mime the person selected by such
party to act as arbitrator.

In event that the parties, on whom such notice shall be served, shall
not, within fifteen days of such service, name a second disinterested
person to act as arbitrator, the i)ai-ty serving such notice shall select
the second, and the two thus chosen shall select a third.

The Board of Arbitrators, thus chosen, shall proceed at once to hear,
consider and determine the matter submitted to them ; and shall give
to each of the parties to sudi matter of difference, notice, which shall
not be less than ten days, of the time and place of hearing ; and at
the time and \)]nvv a]>];ointt'(l, ^hall jirocetdwith the hearing, unless
for good cause, of whicli the arl)itrators shall l)e the judges, it shall be
post})oned to some later day or days. And the determinaticm of the
arbitration thus constituted, or a majority of the persons composing the
same, to be made in writing, and a copy tliereof to be delivered to each
of the parties, shall be final and conclusive u})on the parties in refer-
ence to all matters thus submitted.

Ill Testiiuou.v Whereof, The parties to this agreement have caused
the same to be executed by their proper officers, and their resjDCct-

ive cor2:)orate seals to be hereto affixed, duly attested, the day and year
first above writtan.

The Pennsylvania Company, by
J. N. McCULLOUGH,
Peniui. >. -tiLLc.M. First Vice President.

^°- ' ^ S. B. LIGGETT,

Assistant Secretary.

The Chicago and Alton Railroad Company, by
, — ■ — ^ T. B. BLACKSTONE,

c^&\. 1 Attest: President.

^•^'°- ^ C. H. FOSTER,

Secretary.

Chicago, Burlington and Quincy Railroad Company, by
r^-^. C. E. PERKINS,

jc^B&Q 1 Attest: Vice President.

[kr^j j e. WALKER,

Secretary.

The Joliet and Chicago Rai/road Company, by
r^ — . • JOHN CRERAR,

c!^&j. I Attest: President.

^^^ C. H. FOSTER,

Secretary.

The Pennsylvania Railroad Company, by
, — ■— . G. B. ROBERTS,

p^^^R 1 Attest: President.

^°- ' ^ JNO. C. SIMS, Jk.,

Assistant Secretary.

The Pittsburgh, Ft. Wayne and Chicago Raihvay Company, by
,-^— L. H. MEYER,

p^Ft w ) Attest : President pro tern.

^^.%[ \ F. M. HUTCHINSON,

^ — r^^ Secretary.

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